As filed with the Securities and Exchange Commission on August 20, 2002.
Registration Statement No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
____________________
ETHYL CORPORATION
(Exact name of Registrant as specified in its Charter)
Virginia 54-0118820
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
330 South Fourth Street
Richmond, Virginia 23219
(Address of principal executive office, including zip code)
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
(Full title of the Plan)
____________________
M. Rudolph West, Esq.
Secretary
Ethyl Corporation
330 South Fourth Street
Richmond, Virginia 23219
(804) 788-5000
(Name, address, including zip code, and telephone number including area code,
of agent for service)
With a copy to:
Allen C. Goolsby, Esq.
Hunton & Williams
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
____________________
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share(*) offering price(*) registration fee
------------------------------------------------------------------------------------------------------------
Common Stock, $1.00 par
value per share 2,000,000 shares $3.73 $7,460,000 $687
============================================================================================================
(*) Estimated solely for the purpose of computing the registration fee.
This amount was calculated pursuant to Rule 457(c) on the basis of $3.73 per
share, which was the average of the high and low prices of the Common Stock on
the New York Stock Exchange on August 13, 2002, as reported in the Wall Street
Journal.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plan described herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be filed with the Securities and Exchange Commission
(the "Commission").
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be filed with the Commission.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Ethyl Corporation (the "Company") with
the Commission (File No. 1-5112) are incorporated herein by reference and made a
part hereof: (i) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001; (ii) the Company's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 2002 and June 30, 2002; (iii) the Company's Form
10, dated July 28, 1965, containing a description of the Company's common stock,
$1.00 par value per share (the "Common Stock"); and (iv) the Annual Report on
Form 11-K for the fiscal year ended December 31, 2001, of the Savings Plan For
The Employees of Ethyl Corporation (the "Plan").
All documents filed by the Company and the Plan pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of the Registration
Statement and prior to the filing of a post-effective amendment that indicates
that all securities offered have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated by reference
herein shall be deemed to be modified or superseded for purposes of the
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document that is incorporated by reference herein
modifies or supersedes such earlier statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of the Registration Statement.
Item 4. Description of Securities.
Not applicable.
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Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act (the "VSCA") permits, and the
Company's Articles of Incorporation (the "Articles") require, indemnification of
the Company's directors and officers in a variety of circumstances which may
include liabilities under the Securities Act of 1933, as amended (the
"Securities Act"). Under sections 13.1-697 and 13.1-702 of the VSCA, a Virginia
corporation is generally authorized to indemnify its directors and officers in
civil or criminal actions if they acted in good faith and, in the case of
criminal actions, had no reasonable cause to believe that the conduct was
unlawful. The Company's Articles require indemnification of any person with
respect to certain liabilities incurred in connection with any proceeding to
which that person is made a party by reason of (i) his service to the Company as
a director or officer, or (ii) his service as director, officer, trustee or
partner to some other enterprise at the request of the Company, except in the
case of willful misconduct or a knowing violation of criminal law. In addition,
the Company carries insurance on behalf of directors and officers that may cover
liabilities under the Securities Act. As permitted by the VSCA, the Company's
Articles provide that in any proceeding brought by a shareholder of the Company
in the right of the Company or brought by or on behalf of shareholders of the
Company, no director or officer of the Company shall be liable to the Company or
its shareholders for monetary damages with respect to any transaction,
occurrence or course of conduct, whether prior or subsequent to the effective
date of such Articles, except for liability resulting from such person having
engaged in willful misconduct or a knowing violation of the criminal law or any
federal or state securities law. As permitted by Section 13.1-692.1 of the VSCA,
no director or officer shall have any liability in any proceeding brought by or
in the right of the Company or brought by or on behalf of shareholders of the
Company, except for liability resulting from such person's having engaged in
willful misconduct or a knowing violation of the criminal law or any federal or
state securities law, including, without limitation, any unlawful insider
trading or manipulation of the market for any security. Sections 13.1-692.1 and
13.1-696 to -704 of the VSCA are hereby incorporated by reference herein.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No.
4.1 Amended and Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibit 3.1 to the Company's
Report on Form 10-Q filed on November 4, 1996).
4.2 Amendment to Restated Articles of Incorporation of the Company
(incorporated herein by reference from Exhibit 3 to the Company's Report
on Form 10-Q filed on August 13, 2002.)
2
4.2 By-laws of the Company (incorporated herein by reference from Exhibit 3.2
to the Company's Report on Form 10-K filed on March 29, 1996).
4.3 Savings Plan For The Employees of Ethyl Corporation as Amended and
Restated (incorporated by reference from Exhibit 4.3 of the Company's
Report on Form S-8 filed on August 7, 1998).
4.4 Amendment No. 1 to the Savings Plan For The Employees of Ethyl
Corporation (incorporated by reference from Exhibit 4.4 of the Company's
Report on Form S-8 filed on August 7, 1998).
4.5 Savings Plan For The Employees of Ethyl Corporation Trust Agreement
between the Company and Merrill Lynch Trust Company of America
(incorporated by reference from Exhibit 4.5 of the Company's Report on
Form S-8 filed on August 7, 1998).
5 Opinion of Hunton & Williams as to the legality of the securities being
registered.
23.1 Consent of Hunton & Williams (included in the opinion filed as Exhibit 5
to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
The Company undertakes that it has submitted the Plan, and will submit
any amendments thereto, to the Internal Revenue Service (the "IRS") in a timely
manner and will, to the extent the Company believes it necessary or appropriate,
make all changes required by the IRS in order to qualify the Plan under Section
401(a) of the Internal Revenue Code.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume
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and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change in such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act") that are incorporated by reference in the
registration statement.
2. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act, and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Richmond, Commonwealth of Virginia, on this 20th day
of August, 2002.
ETHYL CORPORATION
By: /s/ Thomas E. Gottwald
-------------------------------
Thomas E. Gottwald
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
on this _____ day of August, 2002. Each person whose signature appears below
hereby authorizes the agent for service named in the registration statement to
execute in the name of each such person, and to file, any amendment, including
any post-effective amendment, to the registration statement making such changes
in the registration statement as the Registrant deems appropriate, and appoints
such agent for service as attorney-in-fact to sign in his behalf individually
and in each capacity stated below and file all amendments and post-effective
amendments to the registration statement.
Signature and Title
-------------------
By: /s/ Bruce C. Gottwald
---------------------------------------
Bruce C. Gottwald
Chairman of the Board of Directors
By: /s/ Thomas E. Gottwald
---------------------------------------
Thomas E. Gottwald
Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ David Fiorenza
---------------------------------------
David Fiorenza
Vice President and Treasurer
(Principal Financial Officer)
By: /s/ Wayne C. Drinkwater
---------------------------------------
Wayne C. Drinkwater
Controller
(Principal Accounting Officer)
5
By: /s/ William W. Berry
-----------------------------
William W. Berry
Director
By: /s/ Phyllis L. Cothran
-----------------------------
Phyllis L. Cothran
Director
By: /s/ Gilbert M. Grosvenor
-----------------------------
Gilbert M. Grosvenor
Director
By: /s/ Sidney Buford Scott
-----------------------------
Sidney Buford Scott
Director
By: /s/ Charles B. Walker
-----------------------------
Charles B. Walker
Director
The Plan. Pursuant to the requirements of the Securities Act, the Plan has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized, in the City of Richmond, Commonwealth of
Virginia, on this 20th day of August, 2002.
SAVINGS PLAN FOR THE EMPLOYEES
OF ETHYL CORPORATION
By: /s/ Bruce R. Hazelgrove, III
----------------------------------
Bruce R. Hazelgrove, III
Chairman of the Employee Savings
Plan Committee
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EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated herein by reference from Exhibit
3.1 to the Company's Report on Form 10-Q filed on
November 4, 1996).
4.2 Amendment to Restated Articles of Incorporation of the
Company (incorporated herein by reference from Exhibit 3
to the Company's Report on Form 10-Q filed on August 13,
2002.)
4.3 By-laws of the Company (incorporated herein by reference
from Exhibit 3.2 to the Company's Report on Form 10-K
filed on March 29, 1996).
4.4 Amended and Restated Savings Plan For The Employees of
Ethyl Corporation, as amended.
4.5 Savings Plan For The Employees of Ethyl Corporation
Trust Agreement between the Company and Merrill Lynch
Trust Company of America (incorporated by reference from
Exhibit 4.5 of the Company's Report on Form S-8 filed on
August 7, 1998).
5 Opinion of Hunton & Williams as to the legality of the
securities being registered.
23.1 Consent of Hunton & Williams (included in the opinion
filed as Exhibit 5 to the Registration Statement).
23.2 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
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